NYSE Euronext, Inc. - Shareholder/Analyst Call

Jun. 3.13 | About: NYSE Euronext (NYX)

NYSE Euronext (NYSE:NYX)

June 03, 2013 9:30 am ET

Executives

Jan-Michiel Hessels - Former Member of Supervisory Board, Chairman of Nomination, Remuneration & Corporate Governance Committee and Member of Information Technology Committee

Duncan L. Niederauer - Chief Executive Officer and Director

Janet L. McGinness - Executive Vice President of Legal and Corporate Secretary

Michael S. Geltzeiler - Chief Financial Officer and Group Executive Vice President

Jan-Michiel Hessels

Good morning, ladies and gentlemen. Welcome to the 2013 NYSE Euronext Special Meeting. My name is Jan-Michiel Hessels, Chairman of the Board of Directors. It's my pleasure to welcome you to this special stockholders' meeting, at which we will consider the proposed combination with ICE. We'd also like to welcome those stockholders who are attending this meeting via the Internet. .

We haven't done any changes since our last meeting, which is only 5, 6 weeks ago or so, so still the same lineup here behind the table. To my right, of course, Duncan, our Chief Executive Officer; on my left, Marsh Carter, our Deputy Chair; and next to him, Dominique Cerutti, our President and Deputy Chief Executive Officer.

I now call the 2013 special meeting of stockholders to order. We will first hear from Duncan, who will review what we, the directors, viewed as the compelling reasons and rationale for the ICE transaction. After he concludes his remarks, we will conduct the formal business of the meeting. We ask you to limit your questions during this meeting to the proposals listed on the agenda, and we assure you that we will answer your questions as completely as possible. Copies of the agenda and the rules of conduct for this meeting have been placed on your seats.

Duncan, please go ahead.

Duncan L. Niederauer

Thanks, Jan-Michiel. So to start with, I just have a few slides just to remind everybody where we are. We'll talk a little bit about the timeline and kind of what's in front of us between here and the hope for closing in the second half.

Before I get to the slides, one thing we've learned is as you create a more complicated company or a larger company or engaged in a merger, you get not only 1 page, but 2 pages of legal disclaimers. So we have twice as many legal disclaimers as we've had before. So enough of that.

Just 2 or 3 quick slides. #1. Just to remind everybody why we're trying to put these 2 companies together and where we think it will take us. On the left-hand side of the slide, I think what ICE brings to the table is a leader, if not the leader in -- not only in the derivative markets but also in the provision of post-trade services, and of particular note, is provision of post-trade services not just in the exchange traded world, but I think they have a leadership position in where a lot of the OTC clearing is headed as well. And I think they enjoy a great reputation not only as a terrific integrator of other businesses that they've acquired or combined with but also as a terrific innovator. They have been on the cutting edge of a lot of the changes we've seen in the industry in the last 10 years, and we look forward to being under the same umbrella that they're under.

What we think we bring to the table on our side is the brand, being the leader in capital raising. We are underway to be the leader in capital raising for the third year in a row. We led the world in '11. We led the world in '12. And if the early returns in '13 through almost half of the year are any indication, we are well on the lead again.

If you combine our Derivatives business on the interest rate side, as you'll see on the next slide in a minute, you put that together with ICE's Derivatives business, and it makes it a very -- it's a very complementary fit. It makes it probably the broadest and deepest derivative portfolio in the world, rivaled only really by the CME.

If you also bring from our side to the table the premier brand in the Listings business, stapled with it a very solid equities business and an increasingly improving equity options franchise in the U.S., I think the combination has a lot to offer. We think it's -- going forward, we're going to be able to take advantage of this diversification, provide growth to the shareholders, find plenty of capital efficiencies for ourselves and for our clients, generate a tremendous amount of free cash flow, which gives us the opportunity to return that to the shareholder in whatever form we see fit going forward. We've already talked historically leading up to the deal about at least paying a $300 million dividend going forward. I know that's on the minds of many of you. So we stand committed to that as of this time.

Now what is that going to translate to when we put these 2 companies together and what some of the pro forma numbers will start to look like? If you look on the top left-hand side of the slide, the way I would think about this is you have one anchor in the Derivative business on the futures and options side, a little less than half of the revenue. If you think about a second anchor, you could take that Listings piece of the pie, the Cash Trading piece of the pie and the market data piece of the pie, and that really gives you your second anchor.

And then I think of the other 2 pieces of the pie, the credit default swap business and the technology services business, one from ICE, one from us, as growing business, view them as more options that are still a bit out of the money, but those are places I think you will see the new company invest where we think we can get some more revenue growth. So you have 2 anchors and you have 2 businesses that I would view more as options.

If you move across the slide to the top right, I think this makes the point I talked about earlier. The interest rate piece of the pie really comes from us contributing our life business to the mix, and you can see what a more diversified mix of derivative products the new company will have relative to what ICE has today, which is predominantly an energy and emissions business. We both have nice exposure to the index business, ICE through the Russel Indexes, ourselves through MSCI. So I think you can see a nice mix.

Now these pro forma numbers assume and include the Euronext business, and we can talk separately about what they would look like if Euronext comes out as we expect to IPO that shortly after the closing of the deal. But certainly, on the Derivative side, the numbers wouldn't be that different. It would just change the pro forma mix of revenue, a little lighter in Cash Trading and market data, but the Listings business still pretty intact since most of that revenue comes from the U.S. anyway.

A little bit on the timeline, which I think we shared with all of you at the annual meeting a few weeks ago. The left-hand side of this slide is pretty much done, so we're at today shareholder vote on June 3.

Where do we find ourselves today? Still needing approvals from the antitrust authorities in Europe, from our College of Regulators in Europe and from the SEC and CFTC here. So far, no surprises. We are meeting with all of the aforementioned groups on a pretty regular basis right now. June is a pretty big month in particular for the European side of the equation. Many of you saw the press release a few weeks ago after we submitted the official request for approval to the European Commission. So the commission has until June 24 to conduct what is called a Phase 1 review. That's in the public domain. That date is well known. And then we will find out on or about that day whether more time is required to review the deal or whether we will get a Phase 1 approval. You will have noted that there is not nearly as much coverage for this deal as there was in Europe on the last deal we did a couple of years ago. So hopefully, that translates to not much controversy. We'll see -- as I said, we'll have a much better idea at the end of June.

We are also meeting on a fairly regular basis right now with the College of Regulators in June -- I mean, excuse me, throughout this month, leading up to a meeting later in June, which is our quarterly meeting that we have with the Chairs. I think the issues are well known to each of us. None of them are terribly controversial, but they do have to be worked through. A lot of them have to do with details around the proposed IPO of Euronext, what the construct of the new Board will look like, how we're going to provide the -- help them provide regulatory oversight for the business in Europe, et cetera, et cetera. So all the kinds of questions you would expect the regulator to be asking us and very similar to the process we went through with the SEC to be able to go effective to have today's vote.

So we are hoping that in addition to antitrust, we continue to make progress with the College with the filings that we have to make with the SEC and CFTC to get the deal approved. And then I would think in about a month's time, we will have a much clearer picture. While we're still saying second half of 2013 for the ultimate approval, I think we'll be able to tighten up that window as we learn more in the next few weeks here. So we'll continue to be very transparent about that.

And the last thing I should say before I turn it back to Mr. Hessels is I hope and expect that this is the last shareholder meeting that we have as an independent company.

So with that in mind, just a few quick thank yous. One for the shareholders. It has been an interesting ride for the last 5 or 6 years, and many of you have stayed with us throughout that journey. We know there's been some good times. We know there's been some challenging times, and we really appreciate the patience and support throughout.

I should also take a minute to thank the Board. The Board has been incredibly stable, supportive throughout this entire period because it's been a wild ride for all of us as well, really beginning with the financial crisis in '08 and everything that have ensued from there. And the Board has been nothing but supportive, at the same time appropriately challenging, and I think our relationships have gotten stronger as we've gone through all of this together. So thank you, not only to the current board members, but to those who served on the Board in the last few years with us. And a particular note, to a couple of board members who passed away in the last few years, Jim McDonald and Baron Peterbroeck, who were both terrific board members as well.

And lastly, I'll be taking some time tomorrow to thank all of our own employees. A lot of the folks came here to try to live it better than we found it here, to see if we could make a difference with this great company. And they've been through a lot of those same ups and downs that all of you went through. So I'll be taking some time to thank them in the next couple of days because they've been persistent, they've been unbelievably diligent, they've been incredibly loyal through all the twists and turns that we've taken. And I think I'm blessed to be surrounded by a terrific group of people, and so a quick shout out to them as well.

Jan-Michiel, I hand it back to you.

Jan-Michiel Hessels

Thank you very much, Duncan. I may also come back to this at the very end of the meeting.

Let's now turn to the formal business of this meeting. NYSE Euronext Corporate Secretary, Janet McGinness, will serve as Secretary of this meeting. And at this time, the Secretary will present the affidavit regarding notice of this meeting. Janet?

Janet L. McGinness

Mr. Chairman, I submit the affidavit attesting to the fact that on May 2, 2013, notice of this meeting was given to the stockholders. In addition, there is present at this meeting a certified list of those stockholders eligible to vote. I also state that representative of McKinsey Partners, who have been appointed by the Board to act as inspector of elections at this meeting, are present, and they have taken their oaths.

Jan-Michiel Hessels

Thank you. On behalf of the Board of Directors, I would like to thank the stockholders who returned their proxies. We have a proxy committee that votes proxies as instructed by the shareholders or if no instructions are given, votes as recommended by the Board of Directors. Proxy committee is comprised of myself, Duncan and Marsh Carter. Janet, do we have a quorum?

Janet L. McGinness

Yes, Mr. Chairman. Holders of at least 154,913,205 shares or 63.69% of the company's outstanding shares are present in person or by proxy. And we may proceed.

Jan-Michiel Hessels

Thank you. We will begin with the matters requiring stockholders' action that are set forth in the proxy statement. After I present the proposals, we'll allow, of course, for questions on these specific items.

Item #1. First item being introduced is the proposal to adopt the amended and restated agreement and plan of merger dated as of March 19, 2013, by and among IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc., NYSE Euronext, Braves Merger Sub, Inc. and Baseball Merger Sub, LLC. Approval of this proposal is required to complete the merger. As set forth in the proxy statement, the Board has recommended a vote for this proposal.

Now we go to Item 2. Second item I'm introducing is a proposal to approve on a nonbinding advisory basis the compensation to be paid to NYSE Euronext named executive officers that is based on or otherwise relates to this merger. As set forth in the proxy statement, the Board has recommended a vote for this proposal.

The third and final item, which I even introduced, is a proposal to approve one or more adjournments of the NYSE Euronext special meeting if necessary or appropriate including adjournment to permit further solicitations of proxies in favor of proposal #1. We hope, of course, that this adjournment is not necessary. As set forth in the proxy statement, the Board has recommended a vote for this proposal.

Now are there any questions related to these specific items up for a vote on today's agenda? And may I just remind you, questions should relate directly to the agenda items and not personal or individual matters. If you're called on by me, please begin by identifying yourself and the number of shares you hold. And restrict yourself to 2 minutes.

Questions? Let's hear first the lady and then the gentleman behind her.

Question-and-Answer Session

Unknown Shareholder

Lindsay Wassman [ph], 1,000 shares. This is regarding the valuation or the keys that New York Stock Exchange Euronext ends up at the end of the merger agreement. We're supposed to be 1/3 of the final combined company. ICE has 37.2 billion assets and 33.5 billion in liabilities and 3.7 billion in equity, but margin deposits and guaranteed funds are 31.9 billion and current assets and current liabilities leveraging that balance sheet. That item is 31,882,493,000 exactly on both sides of the ledger. That nets to 5.3 billion assets and 1.6 billion liabilities and 3.7 billion in equity. New York Stock Exchange Euronext has 12.6 billion assets, 5.9 billion in liabilities and 6.4 billion in equities. Why is our equity position now 1/3?

Jan-Michiel Hessels

Thanks for your question. And I think I might first refer you to the Stanley's opinion that is included in the proxy statement. But to give you some more background with this, I'll leave it up to either Duncan or our CFO to give you some more information.

Duncan L. Niederauer

Do you want to handle the balance sheet stuff first, Mike? Because, I mean, it's different than in market caps. So I'm not familiar with all the numbers on ICE's balance sheet, but why don't you talk about the balance sheet first and then...

Michael S. Geltzeiler

Yes, I mean, that's all I would have said. I mean, you're reading the balance sheet, but I think at the end of the day, both companies are public companies. And at the time we announced both companies had market valuation and I think the determination of the wafering [ph] price was based on the market values of the 2 companies, which, of course, includes the assets and liabilities but also includes the revenue potential, the profitability and...

Unknown Shareholder

[indiscernible]

Michael S. Geltzeiler

I mean, I think I can't debate why the market valuation is what it is, but I think that their earnings potential, their long-term cash flows, I think their stock sells at a higher multiple because people believe that their earnings are more sustainable and are growing factors so...

Unknown Shareholder

They are 13 years old and a small entrepreneurial company. 90% of the U.S. market is handled by CME. I know they want a foothold in Europe. I don't know how many times they are clearing during the day. They're fully electronic. But we're going stay hybrid. There is the young entrepreneurial guy on the block buying the 200-year old exchange, the oldest exchange in terms of Amsterdam and Euronext. Just a comment.

Duncan L. Niederauer

Yes, got it. I think it's a good observation, and it's one other people has made that -- and remember, the NYSE part of our business has now become an important but relatively small part of the business with the combination with Euronext and the interest rate derivatives business we have as well. But a lot of people have asked that question. And if you think about the numbers as they stand today, and the team will keep me straight on this, I would say the combined valuation of the 2 companies now is somewhere between $22 billion and $23 billion. And we're about 40% of that if you look at the closing prices as of the end of May. So I think it's kind landing -- the market is helping to correct a little bit about what you observed, right, that the deal was structured to be about 1/3 and it's ending up being a bit more of that if you look at how the 2 stocks have performed since the deal. But there's no question. This is a fairly young company exposed to -- it's been exposed correctly and successfully to the commodity cycle for the last 10 or 15 years. Their multiple reflects that. So even though the earnings of the 2 companies are quite similar, as you know, having done all your homework, which it sounds like you have, the multiples are different. And that was actually why we elected to do the structure that we did, which is to have it be not all stock because of some of the concerns that you just addressed. It was our view that getting some of the compensation and cash to create a little more certainty sort of offset the potential that the market might interpret the multiple to be too high. As it turns out, the market really likes the deal because as you've seen, both stocks have gone up about 30% since the announcement. So would anyone on the team want to add anything to that, that we left out in response to the question? Or is that -- anything else? Okay. Thank you.

Jan-Michiel Hessels

Thank you, Duncan.

Unknown Shareholder

Joe Rosin [ph], 100 shares. My question is more 10,000-foot level in strategic level. But before, let me just preface by thanking Duncan and the Board for your stewardship. And my question is not questioning your judgment. However, as a shareholder and a former employee, I have a couple of related concerns, and hopefully, you can sort of deal with the concerns conceptually. Once Jeff Sprecher owns this company, okay, proven entrepreneur, et cetera, et cetera, what's to prevent us from either, number one, him spinning off NYSE, okay, the whole thing, in which case, we're much worse off than we are now, arguably; or number two, from closing the floor, which in my humble opinion, could -- I wouldn't say destroy the iconic brand but could seriously jeopardize the iconic brand that we have. So just -- can you -- I'm from the Bronx [ph], and just because you're paranoid doesn't mean they're not out to get you. So if you could address that, please.

Jan-Michiel Hessels

Before I turn it over to Duncan, we've had much more intensive discussions with Mr. Sprecher and his colleagues. Of course, these are relevant topics that have been fully discussed in our Board and analyzed. And we have discussed them also as the Board with Mr. Sprecher, and we have, we believe, received satisfactory answers. But Duncan, tell us more, please.

Duncan L. Niederauer

Yes, joe, both good questions. I think let's just think about it rationally. If a lot of what you've paid for to acquire something is the brand equity that the building and the floor and everything else has, it's not obvious to me that the next move of a rational person would be to dilute all of that value and dilute the brand equity and shut the floor. I realize that, as I said, it's been a fairly noncontroversial merger. There have been a few stories that people try to drum up about potential closing of the floor. I would note that as near as we can figure those stories we drummed up by the competition, trying to make people nervous just as they have apparently have succeeded in making at least one shareholder nervous about. And they've tried that stunt with some our companies as well to say like some other prospects we've been talking to. Competitors have been telling them, "Oh, you don't want to sign up for them because the floor is going away." This idea that everything that ICE has acquired, they just run as quickly as they can to the electronification of it. Reminds me of when Larry and I got here and everyone assumed because of our background, the floor wasn't going to live too long. And if anybody wants to go visit the floor after this meeting today, you will find out not only is it alive and well, it's been clearly invested in the last few years in the time that we've been here. And every indication we've gotten from Jeff is that, that investment will continue. Let me add one more thing, Joe. We throw around words like spinning things off very casually, right? This is not something that if someone wakes up and you laterally wants to decide to spin it out, that is unlikely to be one individual's prerogative because there's a lot of other people and regulators that get to have something to say about that. So I wouldn't -- it's great to not be complacent. I'm not going to go insofar as to say it's great to be paranoid, but you do what you want to do. But I don't think either of those 2 things are near medium-term concern. For example, the NYBOT, which ICE acquired several years ago, we just moved to what was left to their trading floor into here. So this idea that they closed the floor right after they bought it is nonsense. That was 7 years ago, and it was still open, and in fact, they're sitting downstairs in the back of the Blue Room now.

Jan-Michiel Hessels

All right. Next question. The lady on the right, please.

Unknown Shareholder

My name is Gigi Noyse [ph], and I have 80,000 shares. And I'd like to know about the dividend. You said you are committed to having a dividend, yet nothing has been done about it. And I'd like to know why it hasn't been done.

Duncan L. Niederauer

I think -- I don't know that it's fair to say nothing's been done. So our dividends continue to be paid as we've had our dividend now, and I think we stated publicly that the new company will -- intends to pay an annual dividend of $300 million. So similar to what our dividend is now. And that will simply be translated to how many shares are outstanding. If I'm doing my math roughly correctly, that would be something like $2.50 a share because there will be somewhere between 110 million and 120 million shares outstanding, I think, is the neighborhood. And that's what we stated publicly. I've got no information to suggest that, that's anything but accurate. So if you would -- I think as we get closer to the closing, that will be made more definitive. But you should assume that our current dividend policy, at least for this quarter that's in place, if we needed to pay another dividend, the Board would meet and approve the quarterly dividends as we have in the past couple of years, and then we would talk about the new company's dividend as we have been. But we've committed publicly to a $300 million annual dividend.

Unknown Shareholder

But for how long? I mean, you say -- ICE obviously has most of the votes.

Duncan L. Niederauer

Yes, because, I mean, we vote on it every quarter. I think history speaks for itself. But I wouldn't make a forward-looking statement that it will be that forever. It could be more. It could be less. It could be different. The Board of the new company will vote on that I'm sure every quarter as we do now.

Unknown Shareholder

Jim Carty [ph], 316,097 shares. With the completion of the groups, the understanding is that Euronext will be spun off. Then I sense a little wiggle with that, Duncan, with your opening statement. Is that [indiscernible] complete? Or is there possibility that Euronext will remain with the combined company?

Duncan L. Niederauer

The statement we've made publicly, Jim, is that, and I want to use the right language, that the Euronext businesses, and let's define those as the local equities businesses and the 4 markets and the associated equity option and equity derivative businesses, would be IPO-ed as soon as practical after the closing of the transaction. That's what we're discussing with the regulators in a lot of detail. Obviously, it is what the market bears. So it's hard to anticipate the timing because we don't know what the market will look like when we're ready to do that. But that is what we stated publicly, and at this time, that is the clear intent.

Jan-Michiel Hessels

And I confirm this because this is indeed an important point both from a U.S. point of view, as from a European point of view, of course, because we don't want any uncertainty here. The clear intention between the NYSE Euronext Board and the ICE Board is to spin off the continental exchanges through an IPO as soon as possible after the closing, of course, depending on market conditions and what have you. And Mr. Sprecher and I have visited finance ministers in Europe, and he has also confirmed this statement very clearly. So it's highly, highly unlikely that the intention would change because that would cause a lot of problems.

Unknown Shareholder

Peter Rowe [ph], 30,000 shares. Duncan, what I read was that you will continue as CEO of the New York Stock Exchange -- NYSE Euronext division of the new entity. How about the rest of you, gentlemen? Will you all -- the Board be staying as it is constructed now? Will you -- will the Board of NYSE Euronext still remain when we are considerably a division of ICE?

Jan-Michiel Hessels

I would say working for a top level down, the new combined company, so ICE, New York Stock Exchange Euronext after closing will have a Board, and 4 of our current board members, 2 from the U.S., 2 from the European markets will join this new top level [ph] Board. Below that level, Duncan, you want to comment?

Duncan L. Niederauer

Right. So the Board, their Board now, Peter, the ICE Board, has 11 individuals. So we'll be adding 4 from our Board to that. So we'll have 4 out of 15 people on the Board. And then in terms of the management, just to be clear, I will stay on as President of the combined company and be the CEO of the NYSE piece of it. Dominique will be the CEO of the Euronext piece of it. So the Dominique and the team will go with the IPO that we just talked about in response to Jim's question. So Dominique will be the CEO of Euronext. I'll be the CEO of the NYSE piece. And Jeff will be the CEO of the new company, the combined holding company. Yes, ma'am?

Jan-Michiel Hessels

Yes, back to the lady who asked the first question.

Unknown Shareholder

I have a regulatory question. According to the ICE's 10-K, ICE Clear Credit is now subject to Federal Reserve oversight as they have been designated as systemically important financial market utility. How does this affect the clearing and financial and similar [ph] services agreement and the NYX? And will the new company be primarily answerable to CFTC, FINRA, SEC or portions of the CBOE?

Jan-Michiel Hessels

Thank you. Shall we go to our General Counsel, John Halvey, or will you take that one, Duncan?

Duncan L. Niederauer

I'll answer the -- while John or anyone else is deciding whether there's anything to add from the regulatory side, I'll start with the end of your question first. I think the ingoing assumption should be the new company will be, I don't know how you put it but subject to regulation or, yes, from all of the above. I didn't get what the fourth one you said was.

Unknown Shareholder

Was the actions regulatory surveillance authority, that's the CBOE...

Duncan L. Niederauer

Yes, CBOE is the -- yes, it's the options exchange. So like -- there is the CFTC, which does the derivatives; the SEC, which does equities and equity derivatives. That's not going to change with the new company, and we're all subject to that now. I think it should come as no surprise to us that with the importance of clearing since the financial crisis, pretty much everyone who runs a clearing house, their clearing operation is going to be deemed to be systemically relevant and important. I actually think that's a good thing because it's okay with us if that bar is a little high. We actually wanted to be because what we don't want to see, and I don't think the industry needs, is to have a plethora of clearing houses now that our 2 individuals in a garage pretending they're in the clearing business. If everyone is going to have to sign up to be systemically important, I think that's a good thing. And that should come as no surprise that the Fed wants to regulate all the clearing houses given that everything that's going on in the last 5 years. Anything you guys need to add to that from the regulatory side or anything? It's going to be pretty much business as usual and all that.

Jan-Michiel Hessels

No other questions? Yes?

Unknown Shareholder

My name is Fred Edwards [ph], 8,546 shares. I'd just like to verify that -- whether my reading of the prospectives is correct, that the shareholders will have the option to convert 100% into the ICE stock. And in the opinion of the Board, would that be a nontaxable event?

Jan-Michiel Hessels

That's correct. Subject to pro rata if the number of shares is not sufficient, and the numbers have been specified to the proxy statements. Three choices, all cash, all shares, all the mix, but depending on the availability of shares and cash. So the formulas will have to be applied.

Unknown Shareholder

And has any consideration been given to a special dividend?

Jan-Michiel Hessels

To a special dividend?

Unknown Analyst

Yes. At the last merger, there was a discussion about that.

Duncan L. Niederauer

Right. There has been no consideration given to a special dividend at this time. And then to go back to the question just to make sure it's clear, we would point everyone to the website. There are examples on the website. Because you do have election choices between now and the closing of the deal, and we'll be very transparent about the dates for all of that. And you do have the 3 choices that the Chairman just outlined, but electing is not -- does not guarantee you that you will be allocated according -- I want to be very clear. If everyone elects for all shares, everyone is going to get the pro rata distribution with some cash and some stock. So for some of you room with particularly low basis, if you would like to elect all shares, some would have to elect all cash for you to get all shares. So please manage your expectations accordingly. Please also do not look to us for any tax advice. We said -- as we said at the annual meeting, we've tried to put examples on the website that gives people guidance and direction to help you decide. That should not be deemed to be advice. Please consult your tax attorney or your counsel, anyone who can help you with that decision because we're not familiar with everyone's individual situations in terms of their finances. I hope that's clear. Thank you.

Jan-Michiel Hessels

Yes, in the back on the left here.

Unknown Attendee

Duncan, along those lines though, the middle ground where you get some shares, some stock, that would be firm, would it not, if you elected that?

Duncan L. Niederauer

That's the default outcome, David. So like the $11.27 in cash and the rest in stock with the ratio that I guess, right now, translates to somewhere in the neighborhood of $40 a share total, that is the default scenario. If that's -- but that is only 1 of the 3 election choices, but that's the default scenario.

Unknown Attendee

So if you elect that, then you will be guaranteed to get that.

Duncan L. Niederauer

Yes, that's firm, yes.

Unknown Attendee

I'm sorry to bring this up again, but ICE doesn't pay a dividend. So I assume when the merger goes through, why would they want to pay a dividend to more shareholders? So I would assume that the chances of them paying are we wouldn't receive a dividend the way we're receiving it right now.

Duncan L. Niederauer

So I'm going to reiterate what's in the public domain because that's all we can do. So part of what we negotiated in the deal was we pointed out to ICE that we had a history of paying a dividend and that the dividend was important to many of our shareholders. So they agreed in the merger agreement to pay a $300 million dividend annually, and they have made that statement. So that's all we can say at this time. Obviously, the new co-Board will vote to ratify that, but if we wanted to try to manage expectations without making a forward-looking statement, the 15 board members who are going to be asked to ratify the payment of the dividend in the first year of the new co are both on the 2 Boards that just agreed to pay a $300 million dividend annually. So I would be cautiously optimistic that they will stick to that, and there's going to be a little bit of leap of faith and trust that I think I'm asking you to place in the Board of new co since the statement has been made publicly. Thank you.

Jan-Michiel Hessels

All right. Can we go through the votes? Are there no more questions?

No? Thank you very much. That means that the polls are now open, and we'll proceed to the voting. If you would like to vote here by ballot, please raise your hands and an usher will deliver a ballot to you. If you have already voted by proxy, either by mail, phone or Internet, there is no need to vote by ballot now. However, if you now want to vote in person at this annual meeting or change your vote, you may do so now in person or via the special meeting website.

Were there any ballots that have to be collected? Yes, I see.

No more ballots? I'm sorry, here in the front. Thank you. It's now time to close the polls. Everybody had the opportunity to vote. If you have completed your ballot, please raise your hand. Now we done that. Polls are now close.

Now we've come to the preliminary voting results. Could the inspector please present his report or her report -- her report.

Janet L. McGinness

Her report. Due to the volume of proxies and ballots, it will take until tomorrow to verify the votes and to tally the final count. However, based on the proxies tallied and verified prior to the meeting, I can confirm that a quorum is present and that the proposal to adopt an amend and restated agreement and plan of merger has been approved. The compensation to be paid to NYSE Euronext named executive officers that is based on or otherwise relates to the merger has been approved and that the proposal to adjourn one or more NYSE Euronext special meeting proposals has been approved.

Jan-Michiel Hessels

Thank you. The final vote results will be posted tomorrow on NYSE Euronext website in the Investor Relations section and timely report it on a Form 8-K filed with the SEC.

Having concluded the legal meeting requirements, I hereby declare the formal meeting adjourned. But not quite yet. Let me say a few well meant words of thanks and appreciation to also, as Duncan did, to our employees, to the management team, to the shareholders, of course, for your loyalty and faith in the company. I think you come out somewhat rewarded in the end. A particular word of appreciation to the management team under the very strong leadership of Duncan, with great vision, with agility to react to new circumstances. You will recall we had somewhat of a disappointment more than a year ago with the combination of the Deutsche Börse. The business logic was very much similar. It would also have -- could have created a similar company by not changing the basic strategy, but taking additional actions, we now come to this deal which we believe built a very strong company for our shareholders, for our employees. And also, it is creating very significant shareholders' value.

So I would like to thank you all for that and Duncan in particular. And now the meeting is closed.

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